Scout24 : Invitation to the Annual General Meeting on 5 June 2024

Annual

General

Meeting

2024

Invitation to the Annual General Meeting of Scout24 SE on 5 June 2024

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Scout24 SE

Munich

ISIN DE000A12DM80 / WKN A12DM8

Invitation to the Annual General Meeting

We hereby invite our shareholders to this year's

Annual General Meeting,

taking place on 5 June 2024 at 10:00 hrs (CEST)

at Haus der Bayerischen Wirtschaft, Conference Center, Max-Joseph-Str. 5, 80333 Munich, Germany.

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A.

Agenda

1. Presentation of the adopted annual financial statements of Scout24 SE and the approved consolidated financial statements of the group as per 31 December 2023, the combined management and group man- agement report for Scout24 SE and the Scout24 Group, the explanatory report by the Management Board on the information in accordance with Section 289a and Section 315a of the German Commercial Code* (Handelsgesetzbuch - HGB) and the report of the Supervisory Board for the 2023 financial year
2. • 
     The aforementioned documents will be available as from convocation of the Annual General Meeting and also during the entire Annual General Meeting on the company's website at https://www.scout24.com/en/investor-relations/annual-general-meeting.The same applies for the proposal by the Management Board for the use of the distributable profit (Bilanzgewinn).
     On 21 March 2024, the Supervisory Board approved the annual financial statements and the consolidated finan- cial statements prepared by the Management Board. The annual financial statements have thereby been adopted in accordance with Section 172 German Stock Corporation Act (Aktiengesetz - AktG). Adoption of the annual financial statements or approval of the consolidated financial statements by the Annual General Meeting pursuant to Section 173 (1) AktG is thus not necessary. The other documents mentioned above must also only be made available to the Annual General Meeting, without a corresponding resolution by the Annual General Meeting being required, with the exception of the resolution on the distributable profit.
   • The provisions relevant for stock corporations having their registered office in Germany, in particular the pro- visions of the German Stock Corporation Act and the German Commercial Code, apply to Scout24 SE on the basis of the reference norms of Council Regulation (EC) No 2157/2001 of 8 October 2001 on the Statute for a European Company (SE) (SE Regulation), unless more specific provisions of the SE Regulation require otherwise.
3. Resolution on the distributable profit of Scout24 SE for the 2023 financial year

The Management Board and the Supervisory Board propose to resolve as follows:

The distributable profit for the 2023 financial year in the amount of € 125,543,997.29, as shown in the adopted annual financial statements as per 31 December 2023, shall be distributed as follows:

Distribution of a dividend of € 1.20 per no-par value share with dividend rights for the past 2023 financial year and thus of a total amount of € 88,115,194.80.

Total amount of the dividend	= €	88,115,194.80
Allocation to other revenue reserves	= €	37,428,802.49
Distributable profit	= €	125,543,997.29

This proposal for the distribution of profits is based on the share capital with dividend rights of € 73,429,329, as determined on 18 March 2024 (date of preparation of the annual financial statements), which is divided into 73,429,329 no-par value shares (equalling a dividend of € 1.20 per no-par value share with dividend rights for the past financial year 2023).

Owing to the purchase and, if necessary, also to a sale of treasury shares, the number of shares carrying dividend rights can change by the time the resolution of the Annual General Meeting on the distribution of profits is passed. The Management Board and the Supervisory Board will, if necessary, submit to the Annual General Meeting an amended proposal for the distribution of profits. This amended proposal will provide for an unchanged dividend of €1.20 per share with dividend rights and correspondingly adjusted total amount of dividend and allocation to other revenue reserves amounts.

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3. Resolution on formal approval of the acts (Entlastung) of the members of the Management Board for the 2023 financial year

The Management Board and the Supervisory Board propose to resolve as follows:

Formal approval is granted for the acts of the members of the Management Board holding office during the 2023 financial year with respect to that period.

4. Resolution on formal approval of the acts of the members of the Supervisory Board for the 2023 financial year

The Management Board and the Supervisory Board propose to resolve as follows:

Formal approval is granted for the acts of the members of the Supervisory Board holding office during the 2023 financial year with respect to that period.

5. Resolution on the election of the auditor of the annual financial statements and the consolidated financial statements and for the potential auditor's review of additional interim financial information

The Supervisory Board proposes - based on the recommendation of the audit committee - to resolve as follows:

PricewaterhouseCoopers GmbH Wirtschaftsprüfungsgesellschaft (PwC), Munich, is appointed as the auditor of the annual financial statements and consolidated financial statements for the 2024 financial year. PwC is further appointed as the auditor of the potential auditor's review of the condensed financial statements and the interim management report (Sections 115 (5), 117 no. 2 of the German Securities Trading Act (Wertpapierhandelsgesetz - WpHG)) in the 2024 and 2025 financial years and as the auditor of the potential auditor's review of interim financial information in the 2024 and 2025 financial years (Section 115 (7) WpHG), in each case until the next Annual General Meeting.

The audit committee declared that its recommendation is made free from any inappropriate influence by third parties and that it was not subject to any restrictions in choice as set out in Article 16 (6) of Regulation (EU) No. 537/2014 of the European Parliament and the Council of 16 April 2014 (EU Audit Regulation).

6. Resolution on the approval of the remuneration report of the Management Board and the Supervisory Board for the 2023 financial year

The Management Board and the Supervisory Board are required to prepare an annual report on the remunera- tion granted and owed to each current or former member of the Management Board and the Supervisory Board during the previous financial year (remuneration report pursuant to Section 162 AktG). The auditor is required to audit whether the remuneration report pursuant to Section 162 AktG contains all information prescribed by law, and must issue a relevant audit certificate. According to Section 120a (4) AktG, the audited remuneration report must be submitted to the Annual General Meeting for approval.

The Management Board and the Supervisory Board prepared a remuneration report for the 2023 financial year, which was audited by the auditor pursuant to the requirements of Section 162 (3) AktG. The remuneration report and the auditor's certificate are set out at the end of this agenda under "Annex 1 to the agenda: Remuneration report pursuant to Section 162 AktG and auditor's certificate". The remuneration report is also available together with the auditor's certificate on our website at https://www.scout24.com/en/investor-relations/annual-gen-eral-meetingas from convocation of the Annual General Meeting and will also be available there during the Annual General Meeting.

The Management Board and the Supervisory Board propose to resolve as follows:

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The remuneration report for the 2023 financial year prepared by the Management Board and the Supervisory Board is approved.

7. Resolution on elections to the Supervisory Board

Pursuant to Article 40 (3) of Council Regulation (EC) No 2157/2001 of 8 October 2001 on the Statute for a Euro- pean Company (SE) (SE Regulation), Section 17 of the SE Implementation Act (SE Implementation Act, SEAG) in conjunction with Article 9 (1) sentence 1 of the Articles of Association of the company, the Supervisory Board of the company is composed of six members elected by the Annual General Meeting.

The members of the Supervisory Board currently holding office were appointed until the end of the Annual General Meeting that resolves on formal approval for the 2023 financial year of Scout24 SE. The term of office of all members of the Supervisory Board therefore expires upon the end of the Annual General Meeting on 5 June 2024.

The Supervisory Board proposes, based on the recommendation of its Executive Committee, which also per- forms the duties of the Nomination Committee, that the candidates named below under lit. a to f each be re- elected, or that the candidate named under lit. b be elected for the first time, as a member of the Supervisory Board of the company with effect from the end of the Annual General Meeting on 5 June 2024 until the end of the Annual General Meeting that resolves on the formal approval of their acts for the 2027 financial year:

1. Dr Hans-Holger Albrecht, Umhausen, Austria, member of supervisory bodies
   Information pursuant to Section 125 (1) sentence 5 AktG relating to the Supervisory Board candidate proposed by the Supervisory Board:
2. 1. Memberships in other supervisory boards required by law: None.
   2. Memberships in comparable domestic or foreign supervisory bodies of business enterprises:
   3. • Non-executivemember of the Administrative Board of Deezer S.A. (listed), Paris, France, and Lon- don, United Kingdom
      • Non-executivemember and Chairman of the Board of Directors of Superbet Holding S.A. (not listed), Bucharest, Romania
      • Until May 2024: Non-executive member and Chairman of the Board of Directors of Storytel AB (listed), Stockholm, Sweden; Dr Albrecht will not renew this position, which ends in May 2024.
   4. Other activities: None.
3. Ms Andrea Euenheim, Meerbusch, independent consultant in the area of HR-strategy and leadership deci- sions, most recently Chief People Officer at MessageBird B.V., Amsterdam, Netherlands, until 2023
   Information pursuant to Section 125 (1) sentence 5 AktG relating to the Supervisory Board candidate proposed by the Supervisory Board:
4. 1. Memberships in other supervisory boards required by law: None.

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1. 1. Memberships in comparable domestic or foreign supervisory bodies of business enterprises: None.
   2. Other activities: None.
2. Mr Frank H. Lutz, Munich, CEO of CRX Markets AG (not listed), Munich
   Information pursuant to Section 125 (1) sentence 5 AktG relating to the Supervisory Board candidate proposed by the Supervisory Board:
3. 1. Memberships in other supervisory boards required by law: Supervisory Board member of Bilfinger SE (listed), Mannheim.
   2. Memberships in comparable domestic or foreign supervisory bodies of business enterprises: None.
   3. Other activities: None.
4. Ms Maya Miteva, Berlin, CEO of Deutsche Real Estate Aktiengesellschaft (listed), Berlin
   Information pursuant to Section 125 (1) sentence 5 AktG relating to the Supervisory Board candidate proposed by the Supervisory Board:
5. 1. Memberships in other supervisory boards required by law: None.
   2. Memberships in comparable domestic or foreign supervisory bodies of business enterprises: None.
   3. Other activities:
      Member of the advisory board of High Rise Ventures GmbH (not listed), Berlin.
6. Ms Sohaila Ouffata, Munich, Director of Platform (Head of Portfolio Management) at BMW i Ventures GmbH (not listed), Munich
   Information pursuant to Section 125 (1) sentence 5 AktG relating to the Supervisory Board candidate proposed by the Supervisory Board:

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1. Memberships in other supervisory boards required by law: None.
2. Memberships in comparable domestic or foreign supervisory bodies of business enterprises: None.
3. Other activities:
4. • Member of the advisory board of MyCollective GmbH (not listed), Munich
   • Member of the advisory board of Talent Tree GmbH (not listed), Munich
   • Founder of African Tech Vision, an initiative to promote African female entrepreneurs

1. Mr André Schwämmlein, Munich, Chairman of the Management Board of Flix SE (not listed), Munich

Information pursuant to Section 125 (1) sentence 5 AktG relating to the Supervisory Board candidate proposed by the Supervisory Board:

1. Memberships in other supervisory boards required by law:
2. • Member of the Supervisory Board of ABOUT YOU Holding SE (listed), Hamburg
   • Member of the Supervisory Board of ABOUT YOU Verwaltungs SE (non-listed subsidiary of ABOUT YOU Holding SE), Hamburg
3. Memberships in comparable domestic or foreign supervisory bodies of business enterprises: None.
4. Other activities: None.

It is intended that the general meeting will elect representatives to the Supervisory Board by way of individual vote.

The Supervisory Board intends to re-elect Dr Albrecht as Chairman of the Supervisory Board of the company, should he be re-elected as a member of the Supervisory Board.

As in the past, the candidates shall continuously ensure that they have sufficient time to fulfil their duties on the Supervisory Board of Scout24 SE. In connection with the election proposals, each candidate individually and the Supervisory Board as a whole also evaluated in detail how much time they would require for their respective duties. Each candidate individually and the Supervisory Board as a whole then came to the conclusion that each candidate can also devote additional time to the Supervisory Board of Scout24 SE in the short term. Apart from this, no candidate has more mandates or functions than what is set forth in recommendations C.4 and C.5 of the German Corporate Governance Code.

Information on the implementation of the target for female representation, the recommendations of the German Corporate Governance Code regarding election proposals for supervisory board members and the diversity concept for the Supervisory Board

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On 28 November 2023, the Supervisory Board resolved to appropriately take into account women and men in its composition and, with respect to female representation, it set a target of having at least two women on the Supervisory Board by the end of 31 December 2024. This goal has already been implemented. If the general meeting elects the candidates proposed by the Supervisory Board, the Supervisory Board will continue to comprise three women and three men, achieving a balanced ratio of women to men beyond the target for female representation set by the Supervisory Board.

The Supervisory Board election proposals take account of the objectives set out by the Supervisory Board regarding its composition and the concept of diversity that applies in respect of its composition and aim to fulfill the overall profile of skills and expertise developed by the Supervisory Board. The objectives for composition, the diversity concept and the profile of skills and expertise have been resolved by the Supervisory Board and have been published alongside their implementation status in the corporate governance declaration for the 2023 financial year. The corporate governance declaration for the 2023 financial year is available on our website at https://www.scout24.com/en/investor-relations/annual-general-meetingand will also be available for inspection at the Annual General Meeting. The key areas of expertise of the candidates proposed for re-election to the Supervisory Board are also set out in this report; the key areas of expertise of the candidate proposed for election to the Supervisory Board for the first time are set out in her curriculum vitae.

The proposed candidates' curricula vitae, which state their relevant knowledge, skills and professional experi- ence, are provided as annexes to this invitation and will also be available for inspection during the Annual General Meeting. They will also be available as from convocation of the Annual General Meeting on our website at https://www.scout24.com/en/investor-relations/annual-general-meetingand will also be available there during the Annual General Meeting.

In the Supervisory Board's assessment, there are no personal or business relationships within the meaning of C.13 of the German Corporate Governance Code between the proposed candidates, on the one hand, and Scout24 SE or companies of the Scout24 Group or the governing bodies of Scout24 SE, on the other hand, that an objectively judging shareholder would consider decisive for their election decision; Scout24 SE does not have a shareholder with a material interest in Scout24 SE within the meaning of C.13 (1) sentence 3 of the German Corporate Governance Code. The Supervisory Board further considers the proposed candidates to be independent from the company and from the Management Board; Scout24 SE does not have a controlling shareholder within the meaning of C.6 (2), C.9 of the German Corporate Governance Code.

8. Resolution on the authorization to purchase treasury shares and to use these and on the exclusion of sub- scription rights and rights to tender

The authorization to purchase and use treasury shares resolved by the Annual General Meeting on 22 June 2023 will apply until 21 June 2028. However, it has already been utilized in part and is therefore to be renewed early.

The Management Board and the Supervisory Board propose to resolve as follows:

1. Scout24 SE (hereinafter "Scout24") is authorized until 4 June 2029 to purchase treasury shares up to a total of 10% of the existing share capital of Scout24 at the time of the resolution or - if this value is lower - at the time the authorization is exercised. The total number of shares repurchased on the basis of this authorization and any other shares previously acquired and still held in the treasury by Scout24 or attributable to Scout24 pursuant to Sections 71d and 71e AktG may at no time exceed 10% of the then existing share capital.
2. The authorization may be exercised in whole or in instalments, on one or several occasions, aiming at one or several objectives directly by Scout24 or by entities controlled or entities which are majority- owned by Scout24 or by third parties acting for such entities' account or for the account of Scout24.

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1. At the discretion of the Management Board, the purchase may be effected (i) on the open market or on a multilateral trading facility within the meaning of Section 2 (6) of the German Stock Exchange Act (Börsengesetz - BörsG) (hereinafter "MTF") (ii) by means of a public offer or public invitation to submit offers to sell or (iii) through the use of derivatives (put or call options or a combination of both; herein- after jointly the "Derivatives").
2. • If the shares are purchased on the open market or on an MTF, the countervalue per Scout24 share paid by Scout24 (excluding incidental purchase costs) may not exceed by more than 10%, or fall below by more than 20%, the arithmetical average (arithmetic mean) closing price of the Scout24 share in the Xetra trading system (or a functionally comparable successor sys- tem) on the Frankfurt stock exchange on the last three trading days preceding the obligation to acquire. The details of the acquisition are determined by Scout24's Management Board.
   • If the shares are purchased by means of a public offer or public invitation to submit offers to sell, the purchase price or the limits of the price range per Scout24 share (excluding incidental purchase costs) may not exceed, by more than 10%, or fall below, by more than 20%, the arithmetical average (arithmetic mean) closing auction price of the Scout24 share in the Xetra trading system (or a functionally comparable successor system) on the Frankfurt stock ex- change on the three trading days before the date of the announcement of the offer or the invitation to submit a purchase offer. Further details of the offer or public invitation to submit offers to sell to shareholders are determined by Scout24's Management Board.
     If, after publication of an offer or public invitation to submit offers to sell, the stock exchange price materially deviates from the relevant price or the limits of the price range, the offer or the invitation to submit offers to sell may be modified. In this case, the price is based on the arithmetical average (arithmetic mean) closing auction price of the Scout24 share on the three trading days before the date of the publication of a potential modification. The offer or the invitation to submit offers to sell can stipulate further conditions.
     Insofar as the volume of Scout24 shares offered exceeds the volume to be repurchased, po- tential rights to tender may be partially excluded in proportion to the number of Scout24 shares offered per shareholder.
     In addition, priority can be given to smaller lots of up to 100 Scout24 shares offered per share- holder or the number of shares can be rounded according to commercial principles to avoid fractions of shares.
   • If the shares are acquired through the use of Derivatives, the derivative transactions must be concluded with a bank or some other company meeting the requirements of Section 186 (5) sentence 1 AktG (hereinafter jointly the "Issuing Company"). It must be ensured that only shares which have been acquired by the Issuing Company previously observing the principle of equal treatment through the stock market or an MTF at a price that is not significantly higher or lower than the current Scout24 share price in the Xetra trading system (or a func- tionally comparable successor system) on the Frankfurt stock exchange on the date of the conclusion of the stock market transaction and that may not be more than 10% above or 20% below the Scout24 share price in the Xetra trading system (or a functionally comparable suc- cessor system) on the Frankfurt stock exchange established by the opening auction on the trading day on which the stock market or MTF transaction was concluded are used as pay- ment for the Derivatives. The price agreed in the derivative transaction (excluding incidental purchase costs) for the acquisition of a Scout24 share when exercising the options (exercise price) may - including or excluding any collected or paid option premium - not be more than 10% above or 20% below the Scout24 share price established by the opening auction in the Xetra trading system (or a functionally comparable successor system) on the Frankfurt stock exchange on the trading day on which the derivative transaction was concluded.

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A call option premium paid by Scout24 must not be significantly higher and a put option premium collected by Scout24 must not be significantly lower than the theoretical market value of the respective options calculated according to accepted financial mathematical methods; the agreed exercise price, among other things, shall be taken into account as part of the cal- culation.

If treasury shares are acquired using derivatives in compliance with the above provisions, shareholders shall not be entitled to conclude such derivative transactions with Scout24.

Shareholders are entitled to tender their shares only to the extent that Scout24 is obliged through the derivative transactions to accept the shares from them. Any further right to tender shares is excluded.

In any case, treasury shares up to a maximum of, in total, 5% of the share capital at the time of the resolution or - if this value is lower - at the time the authorization is exercised may be acquired through the use of Derivatives. The term of the individual Derivatives must not be more than 18 months, must end no later than 4 June 2029 and must be chosen in such a way that the treasury shares cannot be acquired after 4 June 2029 when exercising the Deriva- tives.

1. The Management Board is authorized to sell the treasury shares already held by the company as well as the Scout24 shares repurchased on the basis of the aforementioned purchase authorization on the open market or through a sales offer to all shareholders proportionately according to their quota participations. Furthermore, the treasury shares already held by the company as well as the Scout24 shares repurchased on the basis of the aforementioned purchase authorization may be used for the following purposes:
2. 1. The Management Board is authorized to redeem the treasury shares already held by the company as well as the Scout24 shares repurchased on the basis of the purchase authori- zation pursuant to lit. a) to lit. c) without any further resolution by the Annual General Meet- ing. Such redemption can also be carried out by simplified procedure without a capital de- crease by adjusting the pro-rata amount of the remaining shares in Scout24's share capital.
      In such case, the Management Board is authorized to adjust the number of no-par value shares specified in the Articles of Association.
   2. The Management Board is authorized to offer, sell or transfer the treasury shares already held by the company as well as the Scout24 shares repurchased on the basis of the pur- chase authorization pursuant to lit. a) to lit. c) for a contribution in kind, especially in the context of company mergers or in return for the (indirect) acquisition of companies, busi- ness units, parts of companies and equity interests in companies as well as other assets or claims for the acquisition of assets including claims vis-à-vis Scout24 or its controlled or majority-owned affiliates.
   3. The Management Board is authorized to use the treasury shares already held by the com- pany as well as the Scout24 shares repurchased on the basis of the purchase authorization pursuant to lit. a) to lit. c) to service option or conversion rights or to fulfil option or conver- sion obligations of the company in respect of bonds with warrants and convertible bonds of Scout24 or controlled or majority-owned affiliates of Scout24.
   4. The Management Board is authorized to use the treasury shares already held by the com- pany as well as the Scout24 shares repurchased on the basis of the purchase authorization pursuant to lit. a) to lit. c) in connection with share-based remuneration programs and/or employee share programs of Scout24 or any of its controlled or majority-owned affiliates,

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